Classmates.com 2006 Annual Report Download - page 122

case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a
majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of
such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect
to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent,
however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action,
suit or proceeding described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses
(including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the
specific case.
Section 8.4 Good Faith Defined. For purposes of any determination under Section 8.3, a person shall be deemed to have acted in good faith
and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal
action or proceeding, to have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s action is based on the
records or books of account of the Corporation or another enterprise, or on information supplied to such person by the officers of the Corporation
or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or
records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other
expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 8.4 shall
mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was
serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 8.4 shall not be deemed to be
exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in
Section 8.1 or 8.2, as the case may be.
Section 8.5 Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 8.3, and
notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery in the State of
Delaware for indemnification to the extent otherwise permissible under Sections 8.1 and 8.2. The basis of such indemnification by a court shall
be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the
applicable standards of conduct set forth in Section 8.1 or 8.2, as the case may be. Neither a contrary determination in the specific case under
Section 8.3 nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or
officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this
Section 8.5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or
officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.
Section 8.6 Expenses Payable in Advance. Expenses incurred by a director or officer in defending any civil, criminal, administrative or
investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the Corporation as authorized in this Article 8.
Section 8.7 Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided
by or granted pursuant to this Article 8 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement
of expenses may
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